DAYTONA BEACH, Fla.--(BUSINESS WIRE)--Consolidated-Tomoka Land Co. (NYSE MKT: CTO) (the “Company” or “CTO”)
today announced that it has filed definitive proxy materials with the
Securities and Exchange Commission (“SEC”) and is mailing a letter to
the Company’s shareholders in connection with its upcoming 2017 Annual
Meeting of Shareholders (the “Annual Meeting”) to be held on April 26,
2017. Shareholders of record as of the close of business on March 2,
2017, are eligible to vote at the 2017 Annual Meeting.

The letter highlights CTO’s track record of strong performance,
dedication to shareholder interests and the qualifications of the
Board’s director nominees. Among other things, the letter notes:

CTO has generated total shareholder returns over the one-, three- and
five-year periods ending March 17, 2017, and during the tenure of the
Company’s current CEO, that are excellent and higher than the returns
of the MSCI US REIT index over those same periods.

CTO is executing its strategic plan, including profitably monetizing
its land portfolio and investing in high quality income assets in
strong locations.

The Company is committed to returning capital to shareholders as
evidenced by its increased dividend (from $0.08 in 2015 to $0.12 in
2016) and the recent increase to its share repurchase capacity with a
new $10 million program.

CTO has nominated seven highly qualified CTO board members for
re-election to the CTO Board of Directors. These nominees were chosen
based on their backgrounds, track records, specific experience and
expertise in real estate, accounting and finance.

With the recent addition of two highly experienced real estate
industry executives, the average tenure on the CTO Board for the seven
nominees is five years.

Four of CTO’s current directors, and three of CTO’s director nominees,
were originally recommended by Wintergreen Advisers (“Wintergreen”),
and all unanimously support the Company’s business plan.

Wintergreen is now seeking to take control of the Company without
paying a control premium to investors. It has proposed director
candidates who could have a clear conflict with their duties to other
shareholders, lack real estate expertise relevant to CTO, and have not
disclosed an operating plan or value improvement ideas other than a
rushed sale of the Company.

CTO recently conducted a thorough strategic alternatives review
process, with the assistance of an independent investment bank, and
determined that a sale of the Company at this time would not generate
more value for shareholders than the continued execution of the
Company’s strategic plan.

Wintergreen, controlled by David Winters, intends to seek votes for four
people to replace the highly qualified and experienced members of the
CTO Board of Directors.

We are writing to you today regarding Consolidated-Tomoka’s (“CTO”)
upcoming 2017 Annual Meeting of Shareholders on April 26, 2017. In
connection with the meeting, you must make an important decision
regarding the composition of the CTO Board of Directors, which we
believe will impact the future of the Company and the value of your
investment.

As you may be aware, a CTO shareholder, Wintergreen Advisers
(“Wintergreen”), controlled by David Winters, is seeking to elect four
of its own nominees, including Mr. Winters and his associates, to
replace members of the CTO Board of Directors. It
is important to know that Wintergreen previously nominated directors and
we appointed them to our Board. Today, these directors unanimously
support the business plan being executed by the Board and management and
oppose the campaign by Wintergreen.

We believe Wintergreen has a need for liquidity because of significant
withdrawals from its mutual fund, Wintergreen Fund, that have reduced
the Fund’s size by more than two-thirds in the last three years. We
further believe that this need for liquidity is driving Wintergreen’s
insistence on a sale or liquidation of CTO, which in our opinion would
be detrimental to all other CTO shareholders.

Put simply, we believe Wintergreen is seeking to take control of your
Company without paying a control premium to other shareholders. Yet,
Wintergreen does not have an operating plan. Instead, we believe
Wintergreen is attempting to gain control of CTO at no cost in order to
orchestrate a self-serving sale or liquidation of the Company.

CTO IS EFFECTIVELY EXECUTING ITS BUSINESS PLANAND
COMPLETING VALUE-ENHANCING TRANSACTIONS

The CTO Board of Directors and management team are continuing to
successfully execute the Company’s business plan of profitably
monetizing the Company’s land holdings (which is proceeding rapidly,
most recently with a large land sale of 1,600 acres for the Latitude
Margaritaville age-restricted community) and reinvestment of the
proceeds into income-producing properties on a tax-deferred basis. The
results speak for themselves:

In the last twelve months, the Company sold more than 2,300 acres of
land for more than $40 million, and the current pipeline of land sales
under contract includes 2,200 acres, or approximately 27%, of our
remaining 8,200 acres for nearly $83 million with ten different
buyers. That represents total dispositions of nearly
half of our land holdings.

CTO’s management team has introduced several new premium real estate
buyers to the Daytona Beach area, including Tanger Outlets, a national
grocery retailer distribution center, Minto Communities and
Margaritaville, to name a few.

CTO’s income property portfolio has grown to 33 properties and has
increased from $127 million to $301 million over the last six years,
generating strong free cash flow for the Company.

Since the appointment of John Albright as CEO in August 2011 through
the end of 2016, compounded total shareholder returns have been
approximately 12% annually, outperforming the Russell 2000 and the
MSCI indices1.

CTO has a disciplined and focused plan to
deliver growth. Our Board and management team are performing well and
the market is noticing.

“CTO is in the early stages of a major transformation….given its
local market knowledge of Daytona, the current management team is likely
the best suited to handle the land monetization at this point.”
(David Corak, FBR & Co., January 2017) 2

CTO management has dramatically improved its shareholder communications
and provides extensive disclosure about its financial results, assets
and operations, including on regular earnings calls and quarterly
investor presentations. We also held a 2016 Investor Day in Daytona
Beach. Our compelling story has led to the Company’s first ever equity
research coverage, by FBR & Co. Notable results that we have disclosed
include:

Basic net income for fiscal year 2016 of $2.86 per share, an increase
from fiscal year 2015 of $1.42 per share;

Operating income for fiscal year 2016 of $37.3 million, an increase
from fiscal year 2015 of $17.1 million;

Total revenues for fiscal year 2016 of $71 million, an increase from
fiscal year 2015 of $43 million; and

$7.4 million in share repurchases in 2016, and the approval by the
Board in March 2017 of a new $10 million repurchase program.

We remain confident that by continuing to execute on our plan of
monetizing land and reinvesting the proceeds into income-producing
investments on a tax-deferred basis, we will further maximize value for
our shareholders.

As recently as March 2015, Wintergreen praised CTO’s performance in a
letter to its clients:

“The actions taken by CTO’s management team and board over past four
years have put the Company in position to benefit from [the Daytona
Beach real estate market rebound].”

“Wintergreen’s involvement with CTO has…put a strong lineup of
directors on CTO’s Board.The Board in turn hired a very capable
management team, which has transformed the Company into the profitable
and growing enterprise it is today.”

“Under guidance from the Board, the new management team developed
plans to attract new developers to Daytona Beach, from national home
builders to Trader Joe’s to Tanger Factory Outlet Centers. They have
grown and diversified their income property portfolio and increased
outreach to potential investors.”

So what happened?

Only six months after praising CTO, Wintergreen was attacking management
and demanding that CTO be sold or liquidated. Why the change? By the end
of 2015, Wintergreen Fund’s assets had plummeted by over 50% from the
prior year. By the end of 2016, the Fund had lost another third of its
assets through client withdrawals, and now has almost 14% of its assets
in CTO.3

We believe Wintergreen Fund needs to sell CTO shares to pay Wintergreen
Fund clients who are withdrawing from the fund. However, Wintergreen
owns so many CTO shares compared with CTO’s average trading volume that
market sales are not a viable option for Wintergreen. We believe
Wintergreen has determined that the only way to turn its CTO shares into
cash is for CTO to be sold or liquidated quickly, even at a price that
may not reflect fair value.

Do not let Wintergreen take control of CTO to solve Wintergreen’s own
problems. We do not believe CTO shareholders should place their fate
in Wintergreen’s hands. When deciding how to vote your shares, consider
what famed investor Warren Buffett had to say about David Winters:

“When David Winters, who runs a fund that has underperformed by every
measure from inception, five years, one year, and who draws a 150 basis
point fee, when you can go to Vanguard and do it for 17 basis points and
he complains about compensation not being commensurate with performance
at Coke. And then he has that kind of record himself, I think he’s a
fellow living in an all glass house.” (Warren Buffett, CNBC, March
2015).

THE CTO BOARD RECENTLY CONDUCTED A STRATEGIC REVIEW ANDUNANIMOUSLY
CONCLUDED THAT THE CURRENT STRATEGY IS THEMOST
VALUE-ENHANCING ALTERNATIVE

The Board explored a sale or liquidation last summer, and we remain open
to conducting another strategic alternatives review process at the
appropriate time.

Our independent directors, with the assistance of an independent
financial advisor, Deutsche Bank, conducted a comprehensive review of
the Company’s strategic alternatives, including the sale of the Company,
the sale of all or a portion of the Company’s assets, among other value
enhancing opportunities. Ultimately, the Company received two all-stock
proposals that offered little premium over CTO’s trading value, and both
involved substantial risk.

Following the comprehensive process, the CTO Board unanimously concluded
that the best way to maximize shareholder value at that time was to
continue to pursue the Company’s business plan.

CTO HAS THE RIGHT BOARD AND TEAM IN PLACE TO EXECUTE ITSSTRATEGY
AND DELIVER LONG-TERM VALUE FOR SHAREHOLDERS

CTO’s seven highly qualified director nominees were chosen based on
their backgrounds, track records, specific experience and expertise.
They provide independent oversight and direction, and significant
real-estate, accounting and finance expertise. Notably, two of CTO’s
director nominees were appointed to the Board during this past year.
Both of these directors have added significant value and bring
significant real estate industry expertise with public companies and
REITs. Further, four of CTO’s current directors, and three of the
director nominees, were recommended to the Board previously by
Wintergreen and fully support the Company’s strategy.

CTO’s director nominees include:

John P. Albright: Mr. Albright is CTO’s Chief Executive
Officer. He has been a Director since 2012 and has over 30 years of
experience in the real estate industry. Before joining CTO as CEO in
2011, Mr. Albright was the Managing Director of Archon Capital,
involved with investing on behalf of the Goldman Sachs Real Estate
Mezzanine Partners Fund. Before joining Archon, Mr. Albright held a
similar position with Morgan Stanley and Crescent Real Estate
Equities. Mr. Albright remains a significant shareholder of CTO
shares, many of which were acquired prior to his appointment as CEO.

John J. Allen: Mr. Allen joined the CTO Board as a Wintergreen
nominee in 2009, and has over 40 years of experience in the real
estate industry. Since 1995, Mr. Allen has been President of Allen
Land Group, Inc. and Mitigation Solutions, Inc. Both companies are
Florida-based and involved in commercial real estate, development, and
investments.

Laura M. Franklin:Ms. Franklin has been a Director
since September 2016 and has over 22 years of experience in the real
estate industry. Ms. Franklin is a Certified Public Accountant and the
former Executive Vice President, Accounting and Administration and
Corporate Secretary of Washington Real Estate Investment Trust.

William L. Olivari: Mr. Olivari has been a Director since 2008
and has 50 years of financial accounting experience. Mr. Olivari is aCertified Public Accountant and Former Partner with Olivari and
Associates (an accounting firm), and is a prominent business leader
and resident of the Daytona Beach area.

Howard C. Serkin: Mr. Serkin joined the CTO Board as a
Wintergreen nominee in 2011 and has 43 years of finance and industry
experience. Mr. Serkin has served as Chairman of Heritage Capital
Group, Inc., a regional investment banking firm, since 1996, and as a
principal with Business Valuation, Inc., which provides financial
consulting and valuation services, since 1994. He has worked as an
investment banker for 25 years.

Thomas P. Warlow, III: Mr. Warlow joined the CTO Board as a
Wintergreen nominee in 2010 and has over 40 years of experience in the
real estate industry. Mr. Warlow is President and Chairman of The
Martin Andersen-Gracia Andersen Foundation, Inc., a charitable
organization that provides grants for the purpose of public benefit in
Central Florida since 1998; and President and Chairman of Georgetown
Enterprises, Inc., a Florida registered general contractor involved
with development and construction since 1976.

Casey Wold: Mr. Wold has been a Director since March of 2017
and has over 35 years of experience in the real estate industry. Mr.
Wold most recently founded Vanderbilt Partners in 2014, a real estate
investment and management company. Vanderbilt Partners has invested in
approximately $2.0 billion in office properties totaling over 11
million sq. ft. in growth markets in the Eastern half of the United
States.

CTO’s nominees are experienced, independent and fully capable of
executing a plan to deliver sustainable growth and value over time.
Importantly, the Board’s nominees include three individuals who were
previously recommended by Wintergreen, are completely engaged as your
representatives, and fully support the Company’s strategy. We encourage
you to vote FOR a Board that has the diversity of experience
necessary to maximize value for shareholders.

VOTE THE WHITE PROXY CARD TODAY

We urge you to protect your investment in CTO by voting the enclosed WHITEproxy card today “FOR” each of CTO’s seven nominees and
discarding any materials you may receive from Wintergreen. Please vote
each and every WHITE proxy card you
receive since you may own CTO shares in multiple accounts.

CTO’s definitive proxy materials, this letter and other materials
regarding the Board’s recommendation for the 2017 Annual Meeting of
Shareholders can be found at www.VoteCTO.com.

On behalf of the Board of Directors and management team, we appreciate
your continued support.

Sincerely,

The Consolidated-Tomoka Board of Directors

If you have any questions or require any assistance with voting your
shares,please contact the Company’s proxy solicitor listed below:

Consolidated-Tomoka Land Co. is a Florida-based publicly traded real
estate company, which owns a portfolio of income investments in
diversified markets in the United States including approximately 1.8
million square feet of income properties, as well as approximately 8,200
acres of land in the Daytona Beach area. Visit our website at www.ctlc.com.

We encourage you to review our most recent investor presentations for
year end 2016 pertaining to the results for the quarter and year ended
December 31, 2016, available on our website at www.ctlc.com.

SAFE HARBOR

Certain statements contained in this press release (other than
statements of historical fact) are forward-looking statements. Words
such as “believe,” “estimate,” “expect,” “intend,” “anticipate,” “will,”
“could,” “may,” “should,” “plan,” “potential,” “predict,” “forecast,”
“project,” and similar expressions and variations thereof are intended
to identify certain of such forward-looking statements, which speak only
as of the dates on which they were made, although not all
forward-looking statements contain such words. Although forward-looking
statements are made based upon management’s expectations and beliefs
concerning future developments and their potential effect upon the
Company, a number of factors could cause the Company’s actual results to
differ materially from those set forth in the forward-looking
statements. Such factors may include the completion of 1031 exchange
transactions, the availability of investment properties that meet the
Company’s investment goals and criteria, the modification of terms of
certain land sales agreements, uncertainties associated with obtaining
required governmental permits and satisfying other closing conditions,
as well as the uncertainties and risk factors discussed in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2016 as filed
with the Securities and Exchange Commission. There can be no assurance
that future developments will be in accordance with management’s
expectations or that the effect of future developments on the Company
will be those anticipated by management. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak
only as of the date of this release.

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

The Company, its directors and certain of its executive officers may be
deemed to be participants in the solicitation of proxies from the
Company’s shareholders in connection with the matters to be considered
at the Company’s 2017 annual meeting of shareholders to be held on April
26, 2017. On March 21, 2017, the Company filed a definitive proxy
statement (the “Proxy Statement”) with the U.S. Securities and Exchange
Commission (the “SEC”) in connection with the solicitation of proxies
from the Company’s shareholders for the 2017 annual meeting. INVESTORS
AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT AND
ACCOMPANYING WHITE PROXY CARD WITH RESPECT TO THE 2017 ANNUAL MEETING,
AND OTHER DOCUMENTS FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY
AS THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain the
Proxy Statement, any amendments or supplements to the Proxy Statement
and other documents filed by the Company with the SEC for no charge at
the SEC’s website at www.sec.gov.
Copies will also be available at no charge at the Investor Relations
section of our corporate website at www.ctlc.com.